The Exchange Notes. The Exchange Notes have been duly authorized and, when issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer as provided in the Registration Rights Agreement, will be validly issued and will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as enforcement thereof may be limited by Creditors’ Rights, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
The Exchange Notes. The Issuer has all requisite corporate power and authority to execute, issue and perform its obligations under the Exchange Notes. The Exchange Notes have been duly and validly authorized by the Issuer and if and when issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer provided for in the Registration Rights Agreement, will be validly issued and delivered and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture, enforceable against the Issuer in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.
The Exchange Notes. On the Closing Date, the Exchange Notes will have been duly authorized by the Company and, when duly executed and authenticated in accordance with the Registration Rights Agreement, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.
The Exchange Notes. The Exchange Notes have been duly authorized by the Company. When issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer provided in the Registration Rights Agreement, will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
The Exchange Notes. The Exchange Notes (as defined in Section 2.1) are being issued to Purchaser in the Exchange (as defined below) pursuant to Article II hereof.
The Exchange Notes. The Exchange Notes shall be substantially in the form of, and contain the terms and provisions set forth in, Exhibit B hereto, which is hereby incorporated in and expressly made a part of this First Supplemental Indenture. The Trustee shall authenticate and deliver Exchange Notes of any series for issue only in a Registered Exchange Offer pursuant to the Registration Agreement, for a like principal amount of Initial Notes of the series bearing interest at the same rate, in each case pursuant to a Company Order. Such Company Order shall specify the series and the amount of the Exchange Notes to be authenticated and the date on which the original issue of such Exchange Notes is to be authenticated. Prior to authenticating and delivering Exchange Notes pursuant to this Section 1.04, the Trustee may request that the Companies deliver an Officer's Certificate and/or an Opinion of Counsel stating that the Exchange Notes are being issued pursuant to an effective registration statement in accordance with the Registration Agreement. Except as provided in the Indenture, the aggregate principal amount of Notes outstanding at any time may not exceed (x) $220,000,000 with respect to the Initial 2000 Notes and the Exchange 2000 Notes, (y) $350,000,000 with respect to the Initial 2004 Notes and the Exchange 2004 Notes and (z) $150,000,000 with respect to the Initial 2007 Notes and the Exchange 2007 Notes. If an Exchange Note is authenticated and delivered in exchange for an Initial Note between a record date for the payment of interest on that Initial Note and the related interest payment date, the interest that accrues on such Exchange Note from the date of authentication thereof to that interest payment date shall be payable to the Person in whose name such Exchange Note was issued on its issuance date.
The Exchange Notes. (a) Subject to the terms and conditions set forth herein and in reliance on the Company's covenants, representations and warranties set forth herein, on the tenth (10th) Business Day following the written request to the Company and the Administrative Agent of any Holder of a Term Note (as to any such request, the "EXCHANGE DATE"), and so long as no Default or Event of Default has occurred and is continuing, such Holder's Term Note(s) shall be converted automatically into the right to receive (i) an Exchange Note due 2009 of the Company in the equivalent principal amount to such Term Note(s) and (ii) the accrued and unpaid amount of interest then outstanding on such Term Note. Upon the Exchange Date in accordance with the Exchange Escrow Agreement, the Administrative Agent shall direct the Escrow Agent to release (A) to the Trustee, in its capacity as Custodian under the Indenture, a global Exchange Note, to be completed in the appropriate principal amount in accordance with the Indenture and the Exchange Escrow Agreement, and (B) to the Trustee and to the Company the original Indenture, each as fully executed by the Company and the Guarantors on the Closing Date and 33 -27- retained in escrow by the Escrow Agent pursuant to the Exchange Escrow Agreement.
(b) Subject to the conditions contained herein and in the Indenture, the Company shall, on each Exchange Date, issue Exchange Notes under the Indenture against delivery to the Company of the Term Notes, registered in the names of the Holders surrendering such Term Notes. The Company shall issue $1,000 principal amount of Exchange Notes for each $1,000 of principal outstanding on the Exchange Date under the Term Notes then being exchanged, and shall pay in full to the Holders of such Term Notes the aggregate amount of interest accrued and outstanding thereon. To the extent that any Term Notes so converted have, with respect to a single Holder and all of its Affiliates, a principal amount plus interest that is not evenly divisible by $1,000, the Company shall pay cash in the amount that is less than $1,000 in lieu of issuing an Exchange Note.
(c) If a Default or an Event of Default under this Agreement has occurred and is continuing at the time that the Term Notes are converted into Exchange Notes and the facts, circumstances or events constituting such Default or Event of Default would also constitute a default or event of default under the Exchange Notes, (i) such Default or Event of Default shall continue...
The Exchange Notes. On the Closing Date, the Exchange Notes will have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
The Exchange Notes. On the Closing Date, the Exchange Notes (including the related guarantees) will have been duly authorized by the Company and each Guarantor, as applicable, and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each Guarantor, as guarantor, enforceable against the Company and each Guarantor, as applicable, in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
The Exchange Notes
